📝 What This Document Is

This is an amendment (a correction) to CISO Global's annual report for 2025. Think of it like a "correction slip" attached to the original filing. The company is fixing two specific errors it found after publishing the first version, not changing any financial numbers.

👉 Why it matters: It shows the company is self-correcting, which is good practice. The changes are important for investors to understand who is truly running the company and making key decisions.

🏢 What The Company Does

In simple terms, CISO Global is a cybersecurity and compliance company. They help businesses protect their data, manage security risks, and meet regulations like HIPAA (for healthcare). They've grown by buying other smaller cybersecurity firms.

👉 Why it matters: Cybersecurity is a critical and growing industry. This company provides services that are essential for modern businesses to operate safely.

👥 Board & Governance Changes (The Core Update)

The main fix is updating the list of directors and their committee assignments. This is crucial because committee roles dictate who oversees audits, executive pay, and director nominations.

Key Updates:

• Three new directors were officially appointed in January 2025: Phillip Balatsos, Andrew Hancox, and Mohsen (Michael) Khorassani.
• The amendment clarifies that Andrew McCain is NOT considered an "independent" director. This is because his company, Hensley Beverage, has a business deal with CISO Global.
• The three new directors (Balatsos, Hancox, Khorassani) ARE classified as "independent."

👉 Why it matters: Independent directors are vital for a board to provide unbiased oversight. This correction gives a clear picture of who is truly independent and strengthens the committee structures.

⚙️ Committee Structure

CISO Global has three key board committees, and this amendment confirms the correct members for each:

• Audit Committee: Balatsos, Hancox, Khorassani (Khorassani is Chair). They oversee financial reporting and the external auditor.
• Compensation Committee: Balatsos, Hancox, Khorassani (Hancox is Chair). They set executive pay.
• Governance & Nominating Committee: Balatsos, Hancox, Khorassani (Khorassani is Chair). They find and evaluate new board members.

👉 Why it matters: A well-structured board with independent committees is a sign of strong corporate governance, which helps protect shareholder interests.

👔 Executive Team Update

There's one notable personnel change: Kyle J. Young resigned as Interim Chief Operating Officer. His resignation was tendered on December 22, 2025, and became effective January 2, 2026.

Current Leadership:

• David G. Jemmett (59) is the CEO and founder.
• Debra L. Smith (55) is the CFO.
• The role of COO is now vacant.

📦 Financial Position & Details

The amendment does not change any financial numbers. Key facts from the original report remain:

• The company had a market cap (value of public shares) of about $32 million as of mid-2025.
• As of March 20, 2026, there were 45,313,337 shares of common stock outstanding.
• The company is classified as a "smaller reporting company" and an "emerging growth company," meaning it has certain relaxed reporting requirements.

🔮 What's Next

With this correction filed, the company's official 2025 annual report is now complete. The next major step will be holding its annual shareholder meeting, where the updated board slate will likely be presented for a vote.

⚖️ Big Picture

👍 Strengths: The amendment shows attention to detail and improves transparency around board governance. The new directors bring significant Wall Street and investment experience.

⚠️ Risks: The loss of an interim COO (Kyle Young) creates an operational gap. The company's classification as a "non-accelerated filer" and "emerging growth company" indicates it is smaller and may have less stringent financial controls than larger peers.

🧠 The Analogy

Think of the original 10-K filing as a house blueprint that was already submitted to the city. This 10-K/A is the architect submitting a corrected page showing the right electrical panel specs and confirming which walls are load-bearing. The foundation and overall structure haven't changed, but these corrections are crucial for safety and proper inspection.

📇 Key Contacts & People

• David G. Jemmett, Chief Executive Officer and Director
• Debra L. Smith, Chief Financial Officer
• Andrew K. McCain, Director
• Phillip Balatsos, Director
• Mohsen (Michael) Khorassani, Director
• Andrew Hancox, Director
• Principal Executive Offices: 6900 E. Camelback Road, Suite 900, Scottsdale, AZ 85251
• Telephone Number: (480) 389-3444

🧩 Final Takeaway

This amendment cleans up CISO Global's corporate governance picture, confirming an independent board majority and correcting committee structures. It’s a routine but important filing that ensures investors have an accurate view of who oversees the company.